HomeMy WebLinkAboutContract 35775CITY SECRETARY' ��
CONTRACT tVO.
COMMERCIAL CARD AGREEMENT
This Commercial Card Agreement (the "Agreement") is entered into as of ��J`,,� � j , 200�
between City of Fort Worth, a Home-Rule Municipal Corporation, situated in Tarrant,l�enton, Parker, and Wise,
Counties, Texas (the "Client"), and JPMorgan Chase Bank, N.A. (the `Bank") a national banking association.
Commencing on the date of this Agreement, the Bank and the Client hereby agree that the Bank will provide the
Commercial Card Program, as hereinafter deimed, and the Client may participate in the Program subject to the
terms and conditions of this Agreement.
1. Definitions. Terms deimed in the singular shall include the plural and vise versa, as the context requires.
°�Access Code" means the user identiiication code and password assigned to individuals authorized by the
Client, for use in connection with the Program or the System.
"Account" means the Visa or MasterCard account number assigned to a Cardholder and/or the Client, the
related account, and any Card bearing such account number.
��Account Credit Limit" means the upper limit for an extension of credit for an Account specified by the Client
from time to time and accepted by the Bank.
��Agreement" means this Commercial Card Agreement as it may be amended from time to time.
"Association" means either MasterCard or Visa.
��Authorized User" means individuals authorized by the Client to access and use the Program and System.
`Business Day" means a day on which both the Bank and the Federal Reserve Banks are open for business.
"Card" means a Visa or MasterCard card that is issued by the Bank with respect to an Account.
"Card Request" means a written or electronic transmittal from the Client, requesting the Bank to issue a
Card(s) or establish an Account(s).
"Cardholder" means (i) an individual in whose name a Card is issued, and (ii) any other employee, officer,
director, or person authorized by the Client or named Cardholder to use a Card ar Account.
"Cardholder Agreement" means an agreement between the Bank and a Cardholder, as amended from time to
time, governing use of an Account.
"Cash Transaction Module" ("CTM") means a System tool used in connection with the processing,
management, and approval of cash transactions.
"Convenience Checks" means a check written against an Account.
"Contract Documents" means this Agreement in conjunction with City of Fort Worth RFP No. 07-0068,
Addendum #1 thereto, and Bank's Proposal submitted in response to RFP No. 07-0068. RFP No. 07-0068,
Addendum # 1 thereto, and Bank's Proposal are each incorporated herein by this reference.
"Client Account" means the account of the Client into which the outstanding balances of all Accounts are
aggregated and for which the Client is liable.
"Client Vendor" means a travel agent, travel agency or any other vendor of Client authorized by the Client to
charge Transactions to an Account. ___ _ _-_-�. _: , , �
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JPMorgan Chase Bank, N.A. Page 1 of 16 � ��„ �
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"Corporate Liability" means the Client is liable for all Transactions on an Account and such liability shall be
as agreed to by the parties and reflected on the Bank's records and subject to this Agreement.
"Credit Limit" means the upper limit established for an extension of credit that the Bank may authorize in
connection with this Program under this Agreement.
"Credit Losses" means all amounts, including any related collection costs, due to the Bank in connection with
any Account that the Bank has written off as uncollectible, excluding Fraud Losses.
"Cycle" means the monthly period ending on the same day each month, or, if that day is not a Business Day,
then the following Business Day or preceding Business Day, as systems may require or such other period as the
Bank may specify.
"Fraud Losses" means all amounts due to the Bank in connection with any Account that the Bank has written
off as uncollectible as a result of an Account being lost, stolen, misappropriated, improperly used or
compromised.
��International Transaction" means any Transaction that is made in a currency other than U.S. dollars or is
made in U.S. dollars outside of the United States of America.
"MCC" means a Merchant Category Code as designated by Visa or MasterCard.
"Losses" means all Credit Losses and Fraud Losses.
"Marks" means the name, trade name, and all registered or unregistered service marks of the Client, the
Association and the Bank.
��MasterCard" means MasterCard International, Inc.
��Program" means the commercial card system composed of Accounts, Card-use controls, and reports to
facilitate purchases of and payments for, business goods and services, established in connection with the
Contract Documents.
��Program Administrator" means an individual authorized by the Client to perform various administrative and
security functions in connection with the Program and System.
"System" means the conduit through which the Client can access Account and Transaction data and reports.
°GTransaction" means a purchase, a cash advance, use of a convenience check, fees, charges or any other
activity that results in a debit to an Account.
"Visa" means Visa U.S.A., Inc.
2. Obligations of the Bank. In connection with the Client's participation in the Program, the Bank shall:
A. Establish Accounts and where applicable issue Cards with such capabilities as may be elected by the
Client and agreed to by the Bank from time to time. Any Cards and any Cardholder statements will be delivered
to a U.S. address of the Client or Cardholder unless otherwise agreed. The Accounts are non-transferable and
non-assignable. The Cards shall remain the property of the Bank.
B. The Bank may investigate the identity of the Client and any proposed or existing Cardholder by
obtaining, verifying, and recording personal identifying information, and may if reasonably necessary obtain
such information from third parties.
C. Make available to the Client any corporate liability waiver coverage extended by Visa or MasterCard in
connection with suspected employee misuse of an Account.
JPMorgan Chase Bank, N.A. Page 2 of 16
3. Obligations of the Client. In connection with the Program, the Client shall:
A. Initially request a minimum of ten (10) Accounts in connection with the Progam by submitting a Card
Request. From time to time the Client may submit to the Bank a Card Request form for additional cards. The
Card Request shall be in a form approved by the Bank, shall include all information required by the Bank, and
shall be accompanied by such evidence of authority for the Card Request as the Bank may require. All Card
Requests shall be delivered to the Bank in a secure, encrypted, or password protected format or by such other
method as may be mutually ageed to by the parties. By submitting any Card Request, the Client represents to
the Bank that the information contained therein is consistent with the Client's own records concerning the listed
Cardholder or entity. The Client represents that the Cards and Accounts to be issued and established under this
Agreement are substitutes for accepted cards and accounts, or will be sought and issued only in response to
written requests or applications for such Cards or Accounts obtained by the Client from the prospective
Cardholders in accordance with Section 226.12 (a) of Regulation Z of the Federal Truth in Lending Act. The
Client shall retain such applications (paper or electronic) for any Account when such application is not provided
to the Bank, for a period of twenty-five (25) months after the application has been received and acted upon. The
Client agrees to use reasonable security precautions to safeguard Accounts in connection with their storage, use,
and dissemination of Accounts.
B. Notify each Cardholder that the Accounts are to be used only for business purposes consistent with the
Client's established policies.
C. Clearly disclose to each of its Cardholders the extent, if any, to which the Bank will provide
Transaction and Account information to third parties.
D. Make commercially reasonable efforts to (i) maintain a process ensuring timely and accurate
reimbursement of all business purchase transactions to its Cardholders, (ii) not exceed the Credit Limit or permit
Cardholders to exceed the Account Credit Limits, and (iii) collect and destroy any Cards it no longer requires in
connection with this Program.
E. Immediately notify the Bank of any Account for which the Client no longer has use.
F. Immediately notify the Bank by phone of any Account that the Client knows or suspects has been lost,
stolen, misappropriated, improperly used or compromised.
G. Comply with all requirements of any corporate liability waiver coverage. Any balance outstanding
associated with an Account for which a corporate liability waiver is requested shall become immediately due and
payable.
H. Notify the Bank of any Transaction the Client disputes within sixty (60) days of the last day of the
Cycle during which such Transaction is charged to the Client. The Client will use commercially reasonable
efforts to assist the Bank in attempting to obtain reimbursement from the Merchant. The Bank will use
commercially reasonable efforts to assist the Client in attempting to obtain reimbursement from the Merchant;
provided, however, the Client understands that no chargebacks will be granted for Transactions resulting from
Account usage where a Cardholder's name is not embossed on a Card or where there is no Card associated with
such Account. The Client or Cardholder shall not be relieved of liability for any disputed Transaction if the
chargeback is rejected. The Bank shall not be liable for any Transaction where notice of the disputed
Transaction is received from the Client more than sixty (60) days after the last day of the Cycle during which
such Transaction is charged to the Client. The Client shall not make a claim against the Bank or refuse to pay
any amount because the Client or the person using the Card may have a dispute with any Merchant as to the
goods or services purchased from such Merchant which has honored the Card for that purchase.
4. Liabilities of the Client.
A. Regardless of any established Credit Limits or Account Credit Limits, the Client agrees to pay and
perform when due all of its obligations, including without limitation:
JPMorgan Chase Bank, N.A. Page 3 of 16
i) With respect to Corporate Liability Accounts, the Client shall be liable for all amounts owing and
payable under or in connection with each such Account and this Agreement. The Client shall make payment
as specified on Exhibit A for all Transactions posted to a Client Account as reflected on a periodic statement
no later than the payment date (the "Payment Date"). If such Payment Date is a Saturday, Sunday, or Bank
holiday, the payment shall be due on either the previous or the next business day as specified on the periodic
statement. If all or any portion of a payment owed by the Client is not received by the Bank by the Payment
Date, then any amounts outstanding shall be subject to the late fees and delinquency fees as specified on
Exhibit A until payment in full of all such amounts.
B. The Client shall immediately notify the Bank by phone of any Account that the Client knows or
suspects has been lost, stolen, misappropriated, improperly used or compromised. The Client will be liable for
all Transactions made on an Account prior to notification of such lost, stolen, misappropriated, improperly used
or compromised Account. The Client will further be liable for Transactions after such notification has occurred
if such Transactions result in a direct or indirect benefit to the Client or any Cardholder.
C. The Client's obligations shall be enforceable regardless of the validity or enfarceabiliry of a
Cardholder's obligations. The Client waives any defenses based upon any
i) exercise, delay or waiver of any right, power, or remedy under any Cardholder Agreement,
ii) baulcruptcy or similar proceedings, or any discharge, affecting a Cardholder, the Client, or others,
iii) modification of any Cardholder Agreement,
iv) settlement with or release of any Cardholder, and/or
v) action, inaction, or circumstance (with or without the Client's notice, knowledge, ar consent) that varies
the Client's risks or might otherwise legally or equitably constitute discharge of a surety or guarantor.
D. Payments under this Agreement shall be made in U.S. dollars drawn on a U.S. bank or a U.S. branch of
a foreign bank.
E. If the Client elects to add Convenience Check capabilities to any Account, the Client will be liable for
the amount of all Convenience Checks used in connection with such Account.
F. If the Client allows a Client Vendor to charge Transactions to an Account, the Client is solely
responsible for instructing such Client Vendor in the handling and processing of Transactions. Client Vendors
are for all purposes agents only of the Client and not of the Bank. No fee shall be payable by the Bank to any
Client Vendor for performing any services.
The Bank may require the Client to deliver to the Bank authorization information for each Client Vendor
including, but not limited to (a) the name and address of each authorized individual of the Client Vendor, and (b)
such other information in such format as the Bank may in its sole discretion require.
The Client shall immediately notify the Bank upon revoking a Client Vendor's authority. Notwithstanding
anything to the contrary in this Agreement, the Client shall be liable for all amounts owing and payable under or
in connection with each such Account and this Agreement.
5. Credit.
A. The Bank, at its sole discretion, may authorize extensions of credit with respect to (i) each Account up
to the Account Credit Limit, and (ii) all Accounts up to the Credit Limit. The Bank is entitled but not obligated
to decline authorization of any Transaction that would result in any Credit Limit or Account Credit Limit being
exceeded. Notwithstanding the foregoing, if the Client and/or the Cardholder exceed the Credit Limit and/or the
JPMorgan Chase Bank, N.A. Page 4 of 16
Account Credit Limit, the Client and/or Cardholder shall pay all amounts exceeding the Credit Limit and/or
Account Credit Limit as applicable.
B. If not publicly available through the Securities and Exchange Commission, the Client shall provide the
Bank with copies of its consolidated audited fmancial statements, including its annual income statement and
balance sheet, prepared in accordance with GAAP; as soon as available and no later than 120 days after the end
of each fiscal year. The Client shall provide such other current fmancial information as the Bank may request
from time to time. If applicable, the Client will notify the Bank within five Business Days of any change in the
Client's bond rating. The Bank shall be entitled to receive, and to rely upon, fmancial statements provided by
the Client to Bank affiliates, whether for purposes of this Agreement or for other purposes.
C. The Bank at any time may cancel or suspend the right of Cardholders to use any Account or Accounts,
or decline to establish any Account. The Bank may, at any time, increase or decrease any Account Credit Limit
or the Credit Limit, modify the payment terms, or require the provision of collateral or additional collateral.
D. The Bank may from time to time require MCC authorization restrictions in connection with the
Program.
E. Notwithstanding the foregoing, the Bank shall not be obligated to extend credit or provide any Account
to the Client or any Cardholder in violation of any limitation or prohibition imposed by applicable law.
6. Programs and System Access.
A. The Bank shall provide the Client with password-protected daily access to Account and Transaction
data, reports, and account maintenance functions through use of an Access Code. The Bank shall assign an
initial Access Code to the Progam Administrator. The Program Administrator shall create and disseminate
Access Codes to Authorized Users. Such access shall be provided in accordance with such manuals, training
materials, and other information as the Bank shall provide from time to time.
B. The Client agrees to be bound by and follow the security procedures, terms and conditions that the
Bank may communicate from time to time upon notice to the Client.
C. The Client shall safeguard all Access Codes and be responsible for all use of Access Codes issued by
the Program Administrator. The Client agrees that any access, Transaction, or business conducted using an
Access Code may be presumed by the Bank to have been in the Client's name for the Client's benefit. Any
unauthorized use of an Access Code (except for unauthorized use by a Bank employee) shall be solely the
responsibility of the Client.
D. The Bank is authorized to rely upon any oral or written instruction that designates an Authorized User
until the authority of any such Authorized User is changed by the Client by oral or written instruction to the
Bank, and the Bank has reasonable opportunity to act on such instruction. Each Authorized User, subject to
written limitation received and accepted by the Bank, is authorized on behalf of the Client to: open and close
Accounts, designate Cardholders, appoint and remove Authorized Users, execute or otherwise agee to any form
of agreement relating to the Program, including, without limitation, materials related to security procedures; and
give instructions, by means other than a written signature, with respect to any Account opening or closure,
designation of Cardholders, or appointment of Authorized Users, and any other matters in connection with the
operation of the Program or the System.
E. In connection with use of the System, the Client may instruct the Bank to furnish specific Transaction
data to third parties that provide reporting products or services to the Client. The Bank will transmit the
Transaction data, without representation or warranty to such third parties identified in such instructions.
7. Repf•esentations and Warr•anties. Each party represents and warrants that this Agreement constitutes its
legal, valid and binding obligation enforceable in accordance with its terms, and that execution and performance
of this Agreement (i) do not breach any agreement of such party with any third party, (ii) do not violate any law,
JPMorgan Chase Bank, N.A. Page 5 of 16
rule, or regulation, or any duty arising in law or equity applicable to it, (iii) are within its organizational powers,
and (iv) have been authorized by all necessary organizational action of such pariy.
8. Fees and Chafges. The Client agrees to pay the fees and charges as specified by the Bank, from time to
time. The fees initially applicable are specified in E�ibit A attached hereto. The Bank may change the fees and
charges payable by the Client at any time provided the Bank notifies the Client at least thirty (30) days prior to
the effective date of the change. Should there be a need to perform services other than those specified in Exhibit
A, the Client agees to pay the fees and charges associated with any such service.
9. Incentives. The Bank may pay the Client an annual incentive award. The incentive award schedule initially
applicable is specified in E�ibit A. In no event shall the Bank pay the Client an incentive award for the year in
which this Agreement is terminated.
10. Te�•m. This Agreement shall have an initial term of three (3) years from the date first written above unless
otherwise terminated pursuant to the provisions of this paragraph. Thereafter, this Agreement may be
successively renewed for up to two one-year terms upon the anniversary of the effective date at the City's sole
discretion.
11. Ter�rnination.
A. This Agreement may be terminated by the Bank upon the Client's default after Client receives notice of
such default and has failed to remedy said default within thirty (30) days of Client's receipt of said notice. The
Bank may refuse to allow further Transactions or revoke any of the Accounts at any time and for any reason.
B. The Client may terminate this Agreement and/or cancel any of the Accounts at any time and for any
reason. The Client shall immediately pay all amounts owing under this Agreement, without set-off or deduction,
and destroy all physical Cards furnished to Cardholders. The Bank will assign the Client all its rights concerning
such amounts paid. In the event collection is initiated by the Bank, the Client shall be liable for payments of
reasonable attorney's fees. Sections 2.B, 3.D, 3.F, 3.G, 3.H, 4, S.A, 8, 11, 12, 13, 14, 16, 17.A, 17.C, 17.F, 17.G,
17.K, and 17.M shall survive the termination of this Agreement.
12. Default. As used herein, "Default" includes (i) the Client failing to remit any payment to the Bank as
required by this Agreement; (ii) either party filing or suffering a petition as debtor in any banla•uptcy,
receivership, reorganization, liquidation, dissolution, insolvency, or other similar proceedings, or making any
assignment for the benefit of creditors; (iii) default by the Client under any material debt owed to any Bank
related entity; (iv) any material adverse change in the business, operations or fmancial condition of the Client.
13. Remedies and Damages. Upon the event of a default either party may terminate this Agreement pursuant
to Section 12, or the Bank may, at its sole option, suspend its services or obligations. In the event of termination,
Bank reserves the right to declare all obligations of the Client hereunder immediately due and payable. In no
event shall termination or expiration release or discharge the Client from its obligation to pay all amounts
payable under this Ageement.
14. Limitation of Liability and Indemnification. The Bank will be liable only for direct damages if it fails to
exercise ordinary care. The Bank shall be deemed to have exercised ordinary care if its action or failure to act is
in conformity with general banking usages or is otherwise a commercially reasonable practice of the banking
industry. The Bank shall not be liable for any special, indirect or consequential damages, even if it has been
advised of the possibility of these damages. This provision shall survive termination of this Agreement as to
matters that occurred during its term.
15. Notices. All notices and other communication required or permitted to be given under this Agreement
shall be in writing except as otherwise provided herein and shall be effective on the date actually received when
delivered as provided herein. Notices to be provided hereunder shall be sufficient if forwarded to the other party
by hand-delivery or via U.S. Postal Service certiiied mail, postage prepaid, to the address of the other party
shown below:
JPMorgan Chase Bank, N.A. Page 6 of 16
To the Bank: JPMorgan Chase Bank, N.A.
300 South Riverside Plaza, Suite IL1-0199
Chicago, Illinois 60670-0199
Attn: Commercial Card Contracts Manager
To the Client: City of Fort Worth
Financial Systems Division
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: Procurement Card Administrator
16. Confidentiality. In accordance with the Texas Public Information Act of Texas Government Code Chapter
552 and except as expressly provided in this Agreement, all information furnished by either pariy in connection
with this Agreement, the Program, or Transactions thereunder shall be kept confidential and used by the other
party only in such connection, except to the extent such information (a) is already lawfully known when
received, (b) thereafter becomes lawfully obtainable from other sources, (c) is required to be disclosed to, or in
any document filed with the Securities and Exchange Commission, banking regulator, or any other governmental
agencies, or (d) is required by law to be disclosed and notice of such disclosure is given (when legally
permissible) by the disclosing party. Notice under (d), when practicable, shall be given sufficiently in advance
of the disclosure to permit the other party to take legal action to prevent disclosure. Each party shall advise all
employees, consultants, agents, and other representatives (collectively, "Representatives") who will have access
to confidential information about these obligations. A party shall disclose confidential information only to its
Representatives involved in this Agreement, the Program, or the Transactions. Upon termination of this
Agreement, each party shall, at its option, return, destroy or render unusable, and discontinue use of all copies of
the other party's Confidential Information upon request of the other party. The party receiving such request
may, because of State law, system requirements or as may be required by its own record keeping requirements,
retain any of the other party's Coniidential Information, provided, however, its obligation of confidential
treatment shall remain in place. If requested in writing, such party shall certify its compliance with the foregoing
provisions. The Bank may exchange Client and Cardholder confidential information with affiliates. The Bank
may also disclose confidential information to service providers in connection with their supporting the Bank's
provision of Program services. Such providers shall be obligated to keep that information confidential under the
same terms and conditions as set forth above obligating the Bank. The Bank may exchange credit or other
information concerning the Client or Cardholders with credit reporting agencies and merchants (and, in the case
of Cardholder information, with the Client), including but not limited to information concerning Transactions,
payment history, reimbursements, and employment status and location. The Bank may in its sole discretion
make an adverse report to credit reporting agencies if a Cardholder fails to pay or is delinquent in paying an
Account.
17. Miscellaneous.
A. Except as otherwise provided herein, neither party shall use the name or logo of the other party without
its written consent. If the Client elects to have its Marks embossed on the Cards or provide them to the Bank for
other uses, the Client hereby grants the Bank a non-exclusive limited license to apply the Marks to the Cards
solely for use in connection with the Program and for no other purpose.
B. If any provision in this Agreement is held by any court of competent jurisdiction to be inoperative,
unenforceable, or invalid, such provision shall be inoperative, unenforceable, or invalid without affecting the
remaining provisions, and to this end the provisions of this Agreement are declared to be severable. Failure of
either party to exercise any of its rights in a particular instance shall not be construed as a waiver of those rights
or any other rights for any purpose.
C. Nothing in this Agreement shall constitute or create a partnership, joint venture, agency, or other
relationship between the Bank and the Client. To the extent either pariy undertakes or performs any duty for
itself or for the other party as required by this Agreement, the party shall be construed to be acting as an
independent contractor.
JPMorgan Chase Bank, N.A. Page 7 of 16
D. In the regular course of business, the Bank may monitor, record and retain telephone conversations
made or initiated to or by the Bank, from or to the Client or Cardholders.
E. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Client
and the Bank and their respective successors and assigns. Neither party hereto shall assign, sublet or transfer its
interest herein without the prior written consent of the other pariy, except that either party may assign, sublet, or
transfer its interest herein to any affiliate upon written notice to the other.
F. The Bank shall not be held responsible for any act, failure, event, or circumstance addressed herein if
such act, failure, event, or circumstance is caused by conditions beyond its reasonable control.
G. The Contract Documents embody the entire agreement and understanding between the Client and the
Bank and supersedes all prior agreements and understandings between the Client and the Bank relating to the
subject matter hereo£ In case of a conflict of terms in the Contract Documents, the order of precedence shall be
this Agreement, Addendum No. 1, the Bank's proposal, and then the RFP. All representations and warranties of
the parties contained in this Agreement shall survive the execution of this Agreement and consummation of the
Transactions contemplated hereunder.
H. This Agreement may be amended only a by a writing signed by the parties. All remedies contained in
this Agreement ar by law afforded shall be cumulative and all shall be available to the parties hereto.
L To the extent that the Client would have or be able to claim sovereign immunity in any action, claim
suit or proceeding brought by the Bank, the Client waives its sovereign immunity to suit for the purpose of
adjudicating a claim for breach of this Agreement only, subject to the terms and conditions of Subchapter I—
Adjudication of Claims Arising Under Written Contracts with Local Governmental Entities, Chapter 271, Texas
Local Government Code.
J. Section headings in this Agreement are for convenience of reference only, and shall not govern the
interpretation of any of the provisions of the Agreement. The wards "hereof', "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer to this Agreement, as a whole and not to any
particular provision of this Agreement.
K. International Transactions and Fees. If an International Transaction is made in a currency other than
U.S. dollars, the Association will convert the Transaction into U.S. dollars using its respective currency
conversion procedures. The exchange rate each Association uses to convert currency is a rate that it selects
either from the range of rates available in the wholesale currency markets far the applicable processing date
(which rate may vary from the rate the respective entity itself receives), or the government-mandated rate in
effect on the applicable processing date. The rate in effect on the applicable processing date may differ from the
rate on the date when the International Transaction occurred or when the Account was used. The Bank reserves
the right to charge an International Transaction Fee, as specified in Exhibit A. The International Transaction Fee
will be calculated on the U.S. dollar amount provided to the Bank by the Association. The same process and
charges may apply if any International Transaction is reversed.
L. This Agreement may be signed in one or more counterparts, each of which shall be an original, with the
same effect as if the signatures were upon the same Agreement. This Agreement shall become effective as of the
date first appearing above when each of the parties hereto shall have signed a counterpart hereof.
M. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. THE PARTIES HEREBY
WAIVE ANY RIGHT TO A TRIAL BY JURY.
JPMorgan Chase Bank, N.A. Page 8 of 16
BANK
CLIENT
JPMORG � CHASE BANK, N.A. CITY OF FORT WORTH
By � ` - , _ , � � '`. i� �''� ' �;E��/jr�.�.GC
Karen L. Monfgomery � -� �
Name CLAFiE T. TRAUTi-N Assistant City Manager/CFO `� /� ���"' ��
VlCE PRCSIDENI` �
Title
Approve s o Form and�L-�ga�}ty:
�
� �� � -
r
'(�,.> ��✓�', , .:':�,�; i,� fi�
Amy J. I�aiiise� � �'
Assistant'Ciry Attorney y,�
ATTEST:
I� ,O
Marty Hendrix
City Secretary
Authorization: - � 1 � (
Date:� � � / , cx�
JPMorgan Chase Bank, N.A. Page 9 of 16 ;,�,. �.,� �' ;�• :j; �� i�jc�N;� �.^i �
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EX�IIBIT A
CITY OF FORT WORTH
INCENTIVES & FEES
DEFINITIONS
��Association" means either MasterCard or Visa.
"Avera�e Lar�e Ticket Transaction Size" means Large Ticket Transaction Volume divided by the total number
of transactions included in the calculation of Large Ticket Transaction Volume.
"Average Transaction Size" means Charge Volume divided by the total number of transactions included in the
calculation of Charge Volume for any given period.
"Purchasin� Card Char�e Volume" means total U.S. dollar charges made on a Purchasing Card, net of returns,
and excluding Large Ticket Transactions, cash advances, convenience check amounts, fraudulent charges and
any transactions that do not qualify for interchange under applicable Association rules.
"Credit Losses" means all amounts due to Bank in connection with any Account that Bank has written off as
uncollectible, excluding Fraud Losses.
`BxacTrac Char�e Volume" means total U.S. dollar charges made on a virtual single use account used in
connection with the ExacTrac System, net of returns, and excluding Large Ticket Transactions, cash advances,
convenience check amounts, fraudulent charges and any transactions that do not qualify for interchange under
applicable Association rules.
"Fraud Losses" means all amounts due to Bank in connection with any Account that Bank has written off as
uncollectible as a result of a card being lost, stolen, misappropriated, improperly used or compromised.
"Gross Charge Volume" means Purchasing Card Charge Volume plus ExacTrac Charge Volume, net of returns,
and excluding Large Ticket Transactions, cash advances, convenience check amounts, fraudulent charges and
any transactions that do not qualify for interchange under applicable Association rules.
"Lar�e Ticket Transaction" means a transaction that the Associations have determined is eligible for a Large
Ticket Rate.
"Lar�e Ticket Transaction Volume" means total U.S. dollar Large Ticket Transactions made on a Bank
Commercial Card, net of returns and excluding cash advances, convenience check amounts, fraudulent charges
and any transactions that do not qualify for interchange under applicable Association rules.
"Losses" means all Credit Losses and Fraud Losses.
"Settlement Terms" means the combination of the number of calendar days in a billing cycle and the number of
calendar days following the end of a billing cycle to the date the payment is due. Settlement Terms are
expressed as X& Y, where X is the number of calendar days in the billing cycle and Y is the number of calendar
days following the end of a billing cycle to the date the payment is due.
"Speed of Pa.�" means the number of calendar days after a billing cycle until the date full payment of the
cycle end balance is posted by the Bank.
JPMorgan Chase Bank, N.A. Page 10 of 16
REBATES
Volume Rebate
Bank will pay the Client a rebate based on the annual Gross Charge Volume achieved accarding to the following
schedule. The Purchasing Card rebate will be calculated as the Rebate Rate times the annual Purchasing Card
Charge Volume.
Quali�ed
Charge Rebate Rate
Volume
$10,000,000 1.22%
$12,500,000 1.30%
$15,000,000 1.35%
$20,000,000 1.41 %
$25,000,000 1.46%
$30,000,000 1 •4g°�a
$35,000,000 1.50%
$40,000,000 1.53%
$45,000,000 1.55%
$50,000,000 1.56%
ExacTrac Volume Rebate Adiustment
The ExacTrac rebate will be calculated as the Rebate Rate as determined above minus 0.15% times the annual
ExacTrac Charge Volume.
Sueed of Pavment Escalator
The Bank will pay Client an additional rebate based on its average Speed of Payment throughout the year. If, on
average, payment for the prior period full balance is received in fewer days from cycle end than required under
the terms of this Agreement, a speed-to-pay escalator of 0.01% per full day of early payment will be earned.
Lar�e Ticket Rebate
Bank will pay the Client an annual rebate based on annual Average Large Ticket Transaction Size and annual
Large Ticket Transaction Volume according to the following schedule. The rebate will be calculated as the
Rebate Rate times the annual Large Ticket Transaction Volume.
Average Large Ticket Rebate Rate
Transaction Size
$7,500 0.60%
$10,000 0.55%
$15,000 0.50%
$20,000 0.45%
$25,000 0.40%
>$25,000 0.35%
Rebate Comautation
The following is for illustrative purposes only and, therefore, the numbers provided in the example below do not
constitute a commitment by the Bank. This is an example of a rebate computed at 7 days based on the following
criteria:
JPMorgan Chase Bank, N.A.. Page 11 of 16
$13,000,000 regular transactions and $2,000,000 for large ticket transactions:
7 Day
Description
Regular Transactions
Large Ticket Transactions
Total Rebate
General Rebate Terms
Percentage
1.30%
0.40%
Dollars
$169,000
$8,000
$177,000
Rebates will be calculated annually in arrears. Rebate amounts are subject to reduction by all Losses, subject to
Section 4B of the Agreement. If Losses exceed the rebate earned for any calendar year, Bank will invoice the
Client for the amount in excess of the rebate, which amount shall be payable within 14 days. Upon termination
of the Progam, the Losses for the six-month period immediately preceding the termination will be deemed to be
equal to the Losses for the prior six-month period. Rebate payments will be made in the first quarter for the
previous calendar year via Automated Clearing House ("ACH") credit to an account designated by the Client.
To qualify for any rebate payment, all of the following conditions apply.
a. Settlement of any centrally billed account(s) must be by automatic debit or by Client initiated ACH or
wire.
b. Payments must be received by Bank in accordance with the Settlement Terms. Delinquent payments
shall be subject to a Past Due Fees as specified below. Settlement Terms are 7& 7.
c. The Client is not in Default under the Agreement.
d. Account(s) must be current at the time of rebate calculation and payment.
JPMorgan Chase Bank, N.A. Page 12 of 16
FEES (Purchasing Card)
Technolo�v Fees
PaymentNet and/or SDOL: Custom Reporting/Mapper Programming/Post-loader: $250 per hour (4 hour
minimum)
PathwayNet Set up:
First 6 sites: No Charge
Additional sites: $150 per site
Training
At JPMorganChase site: No Charge; client T&E not included
Via Telephone: No Charge
At Client site:
Initial Training: Four Days Training of up to 90 users at no charge to the Client
Additional Training: $950 per day, includes all related travel expenses
Paper Statements: No Charge
Electronic Payment Fee: No Charge
Past Due Fees
Late fee: Pr'vne + 2% applied to average daily which is calculated as follows:
(Past due balance + any new spend) / Number of days in cycle.
Will be charged on the cycle date.
Delinquency fee: No Charge
Account Fees
Annual Card Fees: No Charge
Special Ptupose Cards (b2B): No Charge
Basic Plastic: No Charge
Logo Plastics: No Charge
Custom Plastics: At cost; based on complexity of design subject to a 1,000 card minimum
Document retrieval fee: $8 per document (undisputed charges)
Statement Duplication: $5 -$8 per statement; $0 through PaymentNet
ACH return item: No Charge
Return Check Fee: $15 per return
Rush Card: No Charge
Standard Card Replacement: No Charge
JPMorgan Chase Bank, N.A. Page 13 of 16
Card Reinstatement: No Charge
International Transaction Fee: 1% surcharge (association pass through)
Dormant Credit Balance Fee: No Charge
Over Limit Fee: No Charge
Optional Services
Cash Advance: 2.0% ($3.00 minimum)
Convenience Checks: $1 per posted check + 0.5% of check value
Rejected Convenience Check: No Charge
Convenience Check Stop Payment: No Charge
Other
Should the Client request services not in this schedule, the Client agrees to pay the fee associated with such
service.
JPMorgan Chase Bank, N.A. Page 14 of 16
0
FEES (ExacTrac Pro�ram)
Technolosv Fees
PaymentNet and/or SDOL: Custom Reporting/Mapper Programming/Post-loader: $250 per hour (4 hour
minunum)
EDI Set up/Transmission: Pass-through on all set up and development costs
Training
At JPMorganChase site: No Charge; client T&E not included
At Client site:
Initial Training: No Charge
Additional Training: $950 per day, includes all related travel expenses
Paper Statements: No Charge
Electronic Payment Fee: No Charge
Past Due Fees
Late fee: Central Bill: 1% of unpaid balance at cycle + 15 days; charged on cycle date
Delinquency fee: 2.5% of the full amount past due at cycle + 15 days and each cycle thereafter; charged on
cycle date
Account Fees
Document retrieval fee: %rst 3 copy requests are free, then $5 per copy request (undisputed charges)
Statement Duplication: $5 per statement; $0 through PaymentNet
ACH return item: $20 per return
Return Check Fee: $15 per return
International Transaction Fee: 1% surcharge (association pass through)
Dormant Credit Balance Fee: No Charge
Over Limit Fee: No Charge
Miscellaneous Fees: Pass-through charges for other specialized services (case-by-case fees)
Optional Services
FTP:
Daily: $500/month
Weekly: $250/month
Bi-weekly: $125/month
Monthly: $75/month
Cash Advance: 2.5% ($2.50 minimum and $30 maximum)
JPMorgan Chase Bank, N.A. Page 15 of 16
Convenience Checks: 1.5% - 3% of check amount ($1.50/check minimum, $50 check maximum); $1 per
check fee for keying of payee name
Rejected Convenience Check: $29 per check
Convenience Check Stop Payment: No Charge
Other
Should the Client request services not in this schedule, the Client agrees to pay the fee associated with such
service.
JPMorgan Chase Bank, N.A. Page 16 of 16
Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 7/17/2007
DATE: Tuesday, July 17, 2007
LOG NAME: 13P-CARD07 REFERENCE NO.: **C-22246
SUBJECT:
Authorize Execution of a Commercial Card Agreement for Procurement Card Services with
JPMorgan Chase Bank, N.A., for Citywide Use
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a three-year Agreement,
with two additional one-year options to renew with good perFormance, with JPMorgan Chase Bank, N.A.,
as the provider for commercial card (Procurement Card) services for the City of Fort Worth, including
internet software for administering and reporting all Procurement Card transactions.
DISCUSSION:
JPMorgan Chase Bank, N.A., is recommended as the provider for the Procurement Card services.
The Purchasing Division issued a Request for Proposal (RFP) and solicited proposals from approximately
79 vendors. Four vendors responded to the RFP: JPMorgan Chase (the current procurement card
provider), Bank of America, US Bank and PFM Financial Services partnering with Harris Bank of Saint
Louis, Missouri.
The proposals were reviewed by a selection committee and three vendors were invited to make
presentations to the committee. The committee evaluated and ranked the proposals and presentations
based on criteria outlined in the RFP. JPMorgan Chase was selected as the most responsive, responsible
proposer, including revenue rebate pricing to the City annually.
The rebate is based on total annual dollars spent categorized by regular transactions and large ticket
transactions (transactions over $7,500). The rebate basis points for transaction totals are 1.30 and .40
respectively. The 2006 rebate was based on 1.29 and .20 basis points and totaled $178,314.18.
The program will be administered at no cost to the City.
PROPOSAL ADVERTISEMENT - The RFP proposal was advertised in the Commercial Recorder on March
7, 2007, March 14, 2007, March 21, 2007 and March 28, 2007.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the Finance Department will be responsible for revenue deposit under
this contract.
TO Fund/Account/Centers FROM Fund/Account/Centers
http://www.cfwnet.org/council�acket/Reports/mc�rint.asp 9/11/2007
GG01 481306 0135010 0.00
Submitted for City Manager's Office bv:
Originating Department Head:
Additional Information Contact:
Karen Montgomery (6222)
Lena Ellis (8517)
Virginia "Ginny" Coleman (8395)
Louise Reid (8324)
Page 2 of 2
http://www.cfwnet.org/council�acket/Reports/mc�rint.asp 9/11/2007